Exhibit 99.2

Next Level Internet, Inc.

Financial Statements

As of October 31, 2021 and July 31, 2021

and for the three months ended October 31, 2021 and 2020

Next Level Internet, Inc.

Table of Contents

INDEPENDENT ACCOUNTANT’S REVIEW REPORT

To the Board of Directors

Next Level Internet, Inc.

We have reviewed the accompanying financial statements of Next Level Internet, Inc. (the “Company”), which comprise the balance sheet as of October 31, 2021, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the three months ended October 31, 2021 and 2020, and the related notes to the financial statements. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Accountant’s Responsibility

Our responsibility is to conduct the review engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the financial statements for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion.

Accountant’s Conclusion

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in accordance with accounting principles generally accepted in the United States of America.

Other Matter – Report on 2021 Financial Statements

The July 31, 2021 balance sheet was audited by us, and we expressed an unmodified opinion on it in our report dated December 23, 2021. We have not performed any auditing procedures since that date.

Melville, NY

January 11, 2022

Next Level Internet, Inc.

Balance Sheets

The accompanying notes are an integral part of these financial statements. 

Next Level Internet, Inc.

Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these financial statements.

Next Level Internet, Inc.

Statements of Changes in Stockholders’ Deficit

(Unaudited)

For the Three Months Ended October 31, 2021 and 2020

The accompanying notes are an integral part of these financial statements. 

Next Level Internet, Inc.

Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these financial statements.

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020 (Unaudited)

Description of Business

Next Level Internet, Inc. (the “Company”) is a leading provider of cloud-based Unified Communications as a Service (“UCaaS”) solutions, contact center, and managed connectivity services. The Company has a high-capacity network with nationwide reach and has nearly 1,000 customers across a diverse set of high-value sectors; target multi-location small and medium sized businesses and mid-market customers primarily through regionally focused channel partners.

On October 11, 2021, the Company and T3 Communications, Inc. (“T3”) entered into a non- binding letter of intent for a potential business combination between the companies (the “Letter of Intent”). Subject to the terms of the LOI, T3 will acquire 100% of the Company for a total of $20 million, consisting of $14 million of cash, $2.5 million in the form of an unsecured note payable, and $3.5 million of restricted stock. The merger consideration is subject to customary upward or downward adjustments for the Company’s net working capital and closing cash. On January 3, 2022, the Company and T3 executed an amendment to the non-binding letter of intent to extend the exclusivity period to January 21, 2022 and amend the purchase price to $17.3 million, consisting of $13.3 million in cash, $2 million in the form of an unsecured convertible promissory notes, and $2 million in the form of unsecured adjustable promissory notes.

Basis of Presentation

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information (Accounting Standards Codification (“ASC”) 270, Interim Reporting). Accordingly, these statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended July 31, 2021.

In the opinion of the management, the accompanying unaudited financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The Company’s unaudited financial statements have been prepared using the same accounting policies as used in the preparation of the Company’s financial statements as of and for the year ended July 31, 2021. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year.

The financial information as of July 31, 2021 presented in the unaudited financial statements is derived from the audited financial statements as of and for the year ended July 31, 2021.

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020
(Unaudited)

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. As of October 31, 2021 and 2020, there were no cash equivalents.

Fair Value of Financial Instruments

The Company applies fair value accounting for all financial assets and liabilities and non- financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020

(Unaudited)

Fair Value of Financial Instruments (Continued)

The estimated fair value of financial instruments is determined by the Company using available market information and valuation methodologies considered to be appropriate. At October 31, 2021, the carrying value of the Company’s accounts receivable, accounts payable, and accrued expenses approximated their fair values due to their short-term maturities.

Accounts Receivable

Accounts receivable consists of outstanding amounts due from the sale of products and services. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, and other information. Accounts receivable are written off when they are determined to be uncollectible. The Company believes that an allowance for doubtful accounts of $48,718 and $27,660 at October 31, 2021 and July 31, 2021, respectively, is adequate based on historical experience. Credit losses, when realized, have been within the range of the Company’s expectations.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. Replacements and major improvements are capitalized; maintenance and repairs are charged to expense as incurred.

Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets per the table below:

Revenue Recognition

The Company accounts for revenues under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“Topic 606”). The core principle of Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is recognized utilizing the five-step process as prescribed by Topic 606:

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020

(Unaudited)

Revenue Recognition (Continued)

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and represents the unit of account in applying the revenue recognition guidance provided by Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are satisfied over time as services are rendered or at a point in time depending on when the customer obtains control of the promised goods or services. Revenue is recognized when obligations under the terms of a contract with the customer are satisfied; generally, this occurs when services are rendered.

Revenues include revenues received from the sale of integrated cloud solutions and business services and is comprised of monthly recurring revenue (“MRRs”), usage charges, and professional services for configuration. MRRs include the fees paid by customers for services and are recognized over the period that the corresponding services are rendered to the customers. Usage and access charges are recognized monthly as services are provided. Professional services are primarily billed on a fixed-fee basis and revenue is recognized over time, generally as services are activated for the customer.

Deferred Revenue

Deferred revenue represents amounts billed to or collected from customers for which the related revenue has not been recognized because one or more of the performance obligations have not been met. The current portion of deferred revenue is expected to be recognized as revenue within 12 months from the balance sheet date.

Costs to Obtain a Customer Contact

Direct incremental costs of obtaining a contract, consisting of sales commissions, are deferred and amortized over the estimated life of the customer, which is currently 36 months. The Company calculates the estimated life of the customer on an annual basis. The Company classifies deferred commissions as prepaid expenses or other noncurrent assets based on the timing of when it expects to recognize the expense.

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020

(Unaudited)

Customer Deposits 

The Company in some instances requires customers to make a last month deposit to be applied to outstanding balances if services are cancelled. If the customer’s account is paid in full, the Company will refund the full deposit in the month following service termination.

Costs of Revenues

Costs of revenues include bandwidth, colocation, infrastructure and install charges in connection with the Company’s UCaaS or cloud communication services. The bandwidth charges are incurred as part of the connectivity between the Company’s customers to allow them to access various services. The Company also incurs costs from underlying providers for fiber, internet broadband, and telecommunication circuits in connection with the Company’s data and connectivity solutions. Install costs include the installation of necessary equipment and professional services they may be incurred for engineering. All remaining charges are classified as infrastructure costs.

Capitalized Software

The Company complies with the guidance of ASC Topic 350-40, “Intangibles—Goodwill and Other—Internal Use Software”, in accounting for of its internally developed system projects that it utilizes to provide its services to customers. These system projects generally relate to software of the Company that is not intended for sale or otherwise marketed. Internal and external costs incurred during the preliminary project stage are expensed as they are incurred. Once a project has reached the development stage, the Company capitalizes direct internal and external costs until the software is substantially complete and ready for its intended use. Costs for upgrades and enhancements are capitalized, whereas, costs incurred for maintenance are expensed as incurred. These capitalized software costs are amortized on a project-by project basis over the expected economic life of the underlying software on a straight-line basis, which is generally three years. Amortization commences when the software is available for its intended use.

Impairment of Long-Lived Assets

The Company reviews long lived assets, including property and equipment, capitalized software, and right of use assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. Recoverability measurement and estimating of undiscounted cash flows for assets to be held and used is done at the lowest possible levels for which there are identifiable cash flows.

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020

(Unaudited)

Impairment of Long-Lived Assets (Continued)

If the projected undiscounted cash flows are less than the carrying value, the amount of impairment, if any, recognized would be equal to the amount by which the carrying amount of the assets exceeds the fair value of the assets, which the Company would compute using a discounted cash flow approach. Assets to be disposed of are recorded at the lower of the carrying amount or fair value less costs to sell.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts that are insured by the FDIC up to $250,000. As of October 31, 2021 and July 31, 2021, the Company had $340,135 and $277,186, respectively, of uninsured cash balances. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.

Leases

The Company’s leases are accounted for under Financial Accounting Standards Board (“FASB”) ASC Topic 842, Leases (“Topic 842”). At inception of the arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present and whether the lease meets the classification criteria of a finance or operating lease. For operating leases with terms greater than 12 months, the Company records a right-of-use (“ROU”) asset and lease obligation at the present value of lease payments over the term using the implicit interest rate, when readily available, or its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Options to extend or terminate a lease are included in the calculation for the lease term to the extent the option is reasonably certain of exercise. The Company does not recognize ROU assets and lease liabilities for leases with terms at inception of twelve months or less. The Company recognizes the lease expense for operating leases on a straight-line basis in the statement of operations over the lease term.

Finance leases are included in property and equipment and equipment financing on the balance sheets. Finance leases are recorded as an asset and an obligation at an amount equal to the present value of the minimum lease payments during the lease term. Amortization and interest expense associated with finance leases are included in operating expenses and interest expense, respectfully, on the statements of operations.

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020

(Unaudited)

Income Taxes

The Company has elected under the Internal Revenue Code and related state provisions to be an S-Corporation. In lieu of corporate income taxes, the stockholders of an S-Corporation are taxed at their proportionate share of the Company’s taxable income. Therefore, no provision or liability for Federal income taxes has been included in the financial statements.

Advertising

The Company expenses advertising costs as they are incurred. Advertising expense was $33,645 and $8,592 for the three months ended October 31, 2021 and 2020, respectfully.

Liquidity

The Company has experienced operating and net losses for the three month periods ended October 31, 2021 and 2020 and has relied on periodic loans from related parties and capital contributions to assist in funding its ongoing capital needs. As of October 31, 2021, the Company has an accumulated deficit of $5,120,038 and working capital deficit of $6,581,926 The Company continues to execute on a plan to achieve profitability and generated positive cash flows from operations for the three month periods ended October 31, 2021 and 2020. In addition, the Company’s revenues increased in the three months ended October 31, 2021 compared to the three months ended October 31, 2020 and the Company secured an Economic Injury Disaster Loan in the amount of $200,000 in October 2021 (see Note 5). As of October 31, 2021, the Company has $758,162 of cash on hand.

Based on the operating results of the three months ended October 31, 2021 and management’s plans to continue to increase revenues and generate positive cash flows from operations, the accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. The accompanying financial statements have been prepared on a basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Subsequent Events

For the purposes of preparing these financial statements, the Company considered events through January 11, 2021, the date these financial statements were available for issuance.

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020

(Unaudited)

Property and equipment consist of the following at:

Depreciation expense was $109,821 and $85,420 for the three months ended October 31, 2021 and 2020, respectively.

Capitalized software consist of the following at: 

Amortization of software development costs totaled $3,895 and $1,298 for the three months ended October 31, 2021 and 2020, respectively. 

Accrued expenses consisted of the following at:

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020 (Unaudited)

On October 8, 2021, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan is up to $200,000, with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal and interest, are due monthly beginning eighteen months from the date of the EIDL Loan in the amount of $1,002. All payments will first be applied to interest accrued to the date of receipt of each payment, and the balance, if any, will be applied to the principal. The balance of principal and interest is payable thirty years from the date of the promissory note. As the Company will not make payments against principal until 2023, the entire balance was classified as a long-term liability in the accompanying balance sheet.

At October 31, 2021, the EIDL matures as follows:

The Company entered into various unsecured promissory notes with certain shareholders to provide the Company with liquidity. Interest rates for the related party unsecured promissory notes ranged from 5% to 15%. All outstanding balances at October 31, 2021 included interest rates of 5%. The outstanding principal balances are past due and included as current liabilities in the accompanying balance sheet. No default interest or late payment fees have been assessed during the three months ended October 31, 2021 and 2020.

The Company incurred interest expense related to the related party promissory notes in the amount of $8,612 and $3,333 for the three months ended October 31, 2021 and 2020, respectively, which have been included in interest expense on the statements of operations.

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020

(Unaudited)

Equipment financing consisted of the following:

The Company incurred interest expense related to the equipment loans in the amount of $1,082 and $2,154 for the three months ended October 31, 2021 and 2020, respectively.

Equipment financing maturities are as follows:

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020

(Unaudited)

Revenue by major product offerings for the three months ended October 31, 2021 and 2020 are as follows:

The Company’s contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. As of October 31, 2021 and July 31, 2021, the deferred revenue balance was $1,269,907 and $1,233,515 respectively. The full amount of the deferred revenue balance as of October 31, 2021 is expected to be performed within 12 months and consist of consideration that is contractually due in advance of providing the product or performing the services.

The Company, with stockholders’ consent, has elected to be taxed as an S-Corporation under the provisions of the Internal Revenue Code and comparable state income tax law. As a result, the Company is not subject to Federal income taxes in the three months ended October 31, 2021 and 2020. Consequently, the stockholders are liable for individual Federal and State income taxes on their proportionate shares of the Company’s taxable income.

Accounting for Income Taxes, prescribes guidance regarding the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more-likely-than-not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more-likely-than-not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. The Company records income tax related interest and penalties as a component of the provision for income tax expense.

The income tax position taken by the Company for the years 2018 through 2021 remaining open under the various statutes of limitations is that the Company continues to be exempt from income taxes by virtue of its being an S-Corporation pass-through entity. Management believes this tax position meets the more-likely-than-not threshold and, accordingly, the tax benefits of this income tax position (no Federal income tax expense or liability) has been recognized for the period ended on or before October 31, 2021.

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020

(Unaudited)

The Company believes that there are no tax positions taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within 12 months of the reporting date.

The Company leases a corporate office building under an operating lease through March 2026. Rent expense on the Company’s operating leases for the three months ended October 31, 2021 and 2020 was $84,117. The Company leases equipment and vehicles under finance lease agreements through September 2022. The outstanding balance for finance leases as of October 31, 2021 and July 31, 2021 was $11,972 and $17,226, respectively. The Company recorded assets classified as property equipment under finance lease obligations of $69,536 as of October 31, 2021 and July 31, 2021. Related accumulated depreciation totaled $56,911 and $52,052 as of October 31, 2021 and July 31, 2021, respectively. Because none of the Company’s leases included an implicit rate of return, the Company’s incremental secured borrowing rate was used based on lease term information available as of the lease commencement date in determining the present value of lease payments. The incremental borrowing rate on the leases is 5.0%.

The maturity of operating and finance lease liabilities as of October 31, 2021 are as follows:

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020

(Unaudited)

Contingencies

The Company acts as a collection agent for various government authorities, including but not limited to the Federal Communications Commissions (“FCC”), state authorities such as the California Public Utilities Commission (“PUC”), and other state and local taxes including the California Utility User Tax (“UUT”). The Company performed a review of the regulatory classification of its services and its federal and state regulatory and transactional tax obligations and determined the Company understated its remittances. At October 31, 2021 and July 31, 2021, the Company’s outstanding aggregate tax remittance liability, including penalties and interest, was $4,552,303 and $4,275,334, respectively, and is included as accrued taxes and penalties on the accompanying balance sheets.

Other Commitments

In the normal course of business, the Company enters into contracts and agreements that may contain representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made in the future but have not yet been made. The Company has not paid any material settlement amounts related to indemnification obligations to date. In accordance with its bylaws and certain agreements, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. There have been no claims to date under these indemnification obligations. In addition, the Company is involved in litigation incidental to the conduct of its business. The Company is not a party to any other lawsuit or proceeding that, in the opinion of management, is probable to have a material adverse effect on its financial position, results of operations or cash flows.

The Company sponsors a 401(k) plan for eligible employees. The Company matches 100% of the first 4% of eligible compensation that is deferred by employees. Employees are fully vested in matching contributions. Contributions to the plan totaled $28,196 and $26,452 for the three months ended October 31, 2021 and 2020, respectively.

Next Level Internet, Inc.

Notes to Financial Statements

For the Three Months Ended October 31, 2021 and 2020 (Unaudited)

In December 2019, a novel strain of coronavirus was reported in Wuhan, China. The World Health Organization has declared the outbreak to constitute a “Public Health Emergency of International Concern.” The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. The extent of the impact of COVID-19 on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on customers, employees and vendors all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19, including emerging variants, may impact the Company’s financial condition or results of operations is uncertain.

In response to COVID-19, the Company put into place certain restrictions, requirements and guidelines to protect the health of its employees and customers. Also, to protect the health and safety of its employees, the Company’s daily execution has evolved into a largely virtual model. The Company plans to continue to monitor the current environment and may take further actions that may be required by federal, state or local authorities or that it determines to be in the interest of its employees, customers, and partners.

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